What the changes say
- Citi Trends added risks related to sustainability compliance and artificial intelligence deployment.
- Strategic transaction disclosures now explicitly mention lease assumptions and subleases.
What changed since the prior 10-K
New
- NewRisks Related to Regulatory, Legal and Cybersecurity
Regulators’ and stakeholders’ requirements and expectations on environmental, social and sustainability-related topics continue to evolve and diverge, and our ability to meet these requirements and expectations may have a material adverse impact on our results of operations
Diverging global regulations on environmental, social, and diversity topics could increase operating costs and reduce product demand.
- NewRisks Related to Regulatory, Legal and Cybersecurity
We are increasingly leveraging AI, machine learning, and other automated technologies across various aspects of our business, including product allocation, marketing, customer engagement, and third-party systems. The use of these technologies presents a number of risks and challenges
The use of artificial intelligence in product allocation and marketing introduces risks of biased outputs, regulatory penalties, and data breaches.
Dropped
- DroppedRisks Related to General Economic and Market Conditions
natural disaster that affects our distribution centers and/or a significant number of our stores could have an adverse effect on our business strategy, financial condition and results of operations
Reworded
- 83% rewrittenRisks Related to our Strategy
We may engage in strategic transactions that could negatively impact our liquidity, increase our expenses and present significant distractions to management
Added lease assumptions or subleases as potential strategic transactions that could impact liquidity and increase expenses.
- 65% rewrittenRisks Related to General Economic and Market Conditions
A significant disruption to our distribution centers or retail locations could have an adverse effect on our business strategy, financial condition and results of operations
Maintained the description of distribution centers in Darlington, South Carolina and Roland, Oklahoma with minor phrasing updates.
- 34% rewrittenRisks Related to our Business and Operations
Our ability to attract consumers to our stores depends on several factors, including the success of the outdoor community shopping centers where our stores are primarily located
Expanded shopping center traffic risks to include internet shopping preferences, large warehouse stores, and economic recessions.
Was: Our ability to attract consumers to our stores depends on several factors, including the success of the outdoor neighborhood shopping centers where our stores are primarily located
- 27% rewrittenRisks Related to our Strategy
We may not be able to sustain our growth plans or successfully implement our long-term strategic goals
Added potential risks from assuming leases or subleases from other retailers regarding their creditworthiness and prior operations.
All 28 risk factors
Headings as the filing states them, in filing order.
Risks Related to our Business and Operations
- 01Our success depends on our ability to anticipate, identify and respond rapidly to changes in consumers’ fashion tastes, and our failure to adequately evaluate fashion trends could have an adverse effect on our business strategy, financial condition and results of operations
- 02If we are unsuccessful in competing with our retail apparel competitors, our market share could decline or our growth could be impaired and, as a result, our business strategy, financial condition and results of operations could be negatively impacted
- 03Our ability to attract consumers to our stores depends on several factors, including the success of the outdoor community shopping centers where our stores are primarily located34% rewritten
- 04We do not offer the option to purchase our products through the internet. As the retail industry experiences an increase in online sales, our sales could be adversely affected
- 05Our sales, inventory levels and earnings fluctuate on a seasonal basis, which makes our business more susceptible to adverse events that occur during the first and fourth quarters
- 06We could experience a reduction in sales if we are unable to fulfill our current and future merchandising needs
- 07Failure to properly manage and allocate our inventory could have an adverse effect on our business strategy, sales, margins, financial condition, and results of operations
- 08We rely on numerous third parties in the supply chain to produce and deliver the products that we sell, and our business may be negatively impacted by their failure to comply with applicable law
- 09If we fail to protect our name and brand in the marketplace, there could be a negative effect on our business and limitations on our ability to penetrate new markets
- 10Failure to attract, motivate and retain personnel and control our labor costs could have an adverse effect on our financial condition
Risks Related to General Economic and Market Conditions
- 11Our sales could decline and our store operations could be disrupted as a result of general economic and other factors outside of our control, such as inflation, changes in consumer spending patterns and declines in employment levels
- 12Inflation and rising commodity prices could adversely affect our business
- 13A significant disruption to our distribution centers or retail locations could have an adverse effect on our business strategy, financial condition and results of operations65% rewritten
- 14Adverse trade restrictions may disrupt our supply of merchandise
Risks Related to our Strategy
- 15We may not be able to sustain our growth plans or successfully implement our long-term strategic goals27% rewritten
- 16We may engage in strategic transactions that could negatively impact our liquidity, increase our expenses and present significant distractions to management83% rewritten
- 17We depend upon strong cash flows from our operations, as well as cash on our balance sheet, to supply capital to fund our operations, growth, stock repurchases and any potential future interest obligations
- 18We may be unable to negotiate future leases or renegotiate current leases on the same favorable terms as we had in the past
- 19If we fail to successfully implement our various marketing efforts or if our competitors are more effective with their programs than we are, our revenue or results of operations may be adversely affected
Risks Related to Regulatory, Legal and Cybersecurity
- 20Changes in government regulations could have an adverse effect on our business strategy, financial condition and results of operations
- 21Regulators’ and stakeholders’ requirements and expectations on environmental, social and sustainability-related topics continue to evolve and diverge, and our ability to meet these requirements and expectations may have a material adverse impact on our results of operationsNew
- 22Any failure of our management information systems or the inability of third parties to continue to upgrade and maintain our systems could have an adverse effect on our business strategy, financial condition and results of operations
- 23We are increasingly leveraging AI, machine learning, and other automated technologies across various aspects of our business, including product allocation, marketing, customer engagement, and third-party systems. The use of these technologies presents a number of risks and challengesNew
- 24Failure to maintain the security of employee, customer or vendor information could expose us to litigation, government enforcement actions and materially impact our reputation and business operations
Risks Relating to Ownership of our Common Stock
- 25Our stock price is subject to volatility
- 26We cannot provide any guaranty of future cash dividend payments or future repurchase of our common stock pursuant to a share repurchase program
- 27Provisions in our certificate of incorporation and by-laws and Delaware law may delay or prevent our acquisition by a third party
- 28Our business could be negatively affected as a result of the actions of activist stockholders
Other Citi Trends 10-Ks
- FY2025 10-K risk factors27 risks
Citi Trends operates brick-and-mortar apparel stores without an e-commerce option, relying heavily on physical retail traffic and shopping center placement. The business is seasonal and sensitive to inflation, tax refund timing, supply chain disruptions, and vendor relationships. Growth depends on successfully opening new stores, managing inventory, and maintaining favorable leases.
Filed Apr 16, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.